REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller hereby represents and warrants to Purchaser as to such Seller only, and on a several and not a joint basis, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each Seller represents and warrants to the Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller, individually (and not on behalf of any other Seller) represents and warrants to Buyer, as of the Signing Date and the Closing Date (except to the extent any representation or warranty speaks as of an earlier date, in which case such representation or warranty is made as of such date), as follows (other than the representation and warranty made by Elite in Section 3.7, which representation and warranty is made solely by Elite and not the other Sellers):
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Except as set forth in the corresponding sections or subsections of the Disclosure Schedules attached hereto (each of which shall qualify only the specifically identified Sections or subsections hereof to which such Disclosure Schedule relates and each other Section or subsection hereby if the relevance of such disclosure to such other Section or subsection is readily apparent on its face), each Seller hereby severally represents and warrants to the Buyer, solely on behalf of itself, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. As a material inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers, severally and not jointly, hereby represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. The Sellers hereby jointly and severally represent and warrant to the Purchasers as follows on the date hereof or on the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers 9 i STG_319977.13 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Consents and Approvals 13 5.6 Financial Statements. 5.7 No Undisclosed Liabilities 5.8 No Changes 5.9 Leases, Premises 5.10 Leases, Premises 5.11 Contracts and Commitments 5.12 Litigation, Proceedings and Applicable Law 5.13 Compliance with Law; Permits. 5.14 Insurance 5.15 Employee Benefit Plans 5.16 Labor Matters 5.17 Tax Matters. 5.18 Environmental Matters. 5.19 No Brokers 5.20 Powers of Attorney; Bank Accounts 5.21 Transactions with Related Parties 24 5.22 Disclosure 5.23 Accuracy of Information 25 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information 27 ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POST-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters. 8.3 Confidential Information 8.4 Public Statements and Press Releases ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival of Representations, Etc 33 9.2 Indemnification by the Sellers 9.3 Limitations on Indemnification by the Sellers 34 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 34 9.6 Notice; Defense of Claims 9.7 Payment of Damages 35 ARTICLE X. MISCELLANEOUS 36 10.1 Further Assurances 36 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Amendments and Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Schedules 37 10.8 Governing Law 37 10.9 Construction 37 10.10 Expenses 38 10.11 Invalidity 38 10.12 Cumulative Remedies 38 10.13 Specific Performance STG_319977.13 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of February 7, 2011 by and among Bullion Monarch Mining, Inc., a Utah corporation (“Buyer”), and the shareholders of Dourave Mining and Exploration Inc., a corporation organized and existing under the laws of Canada (“Dourave”) identified on the signature page hereto (collec...
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each of the Sellers, severally and not jointly, represents and warrants to the Buyer that the following representations are true and complete as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller severally represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each of the Sellers, jointly and severally, hereby represents and warrants, in each case, as of the date hereof and as of the Closing Date, to Purchaser as follows:
